TRAC Interstar Terms and Conditions

Transcription

1 1 TABLE OF CONTENTS 1 TABLE OF CONTENTS... 1 Table of Contents GENERAL APPLICATION Purpose Applicability and Coverage Monetary Amounts CUSTOMER REQUIREMENTS Customer Registration and Approval Credit Account Activation, Suspension and Cancellation ROAD SERVICES Services Offered Requesting Road Service CHARGES Rates Fuel Surcharge, Incentives, and Other Charges BILLING AND COLLECTIONS Invoicing Disputes Repair Expectations Payment Methods Invalid Payment Information OTHER TERMS AND CONDITIONS TRAC Interstar s Responsibility for Roadside Assistance Disclaimer of Warranties Customer Indemnity Termination and Suspension; Notice Force Majeure; Limitation of Liability Assignment; Modification; Waiver Authority; Effectiveness Venue; Waiver of Jury Trial; Governing Law APPENDIX A DEFINITION OF TERMS Page 1 of 12

2 2 GENERAL APPLICATION 2.1 PURPOSE These (the Terms and Conditions ), set forth the terms and conditions of the agreement between TRAC Interstar LLC ( TRAC Interstar ) and the customer named in the signature block on page [11 of 12] of these Terms and Conditions or provided in the digital acceptance on the Website ( Customer ). The Terms and Conditions include among other things rules governing the Customer on-boarding process, account administration (including pricing and billing rules and logic) and Roadside Assistance. 2.2 APPLICABILITY AND COVERAGE The Terms and Conditions apply whenever a customer requests Roadside Assistance. 2.3 MONETARY AMOUNTS Unless otherwise noted, all monetary amounts referred to in these Terms and Conditions, and the Website shall be in U.S. Dollars. 3 CUSTOMER REQUIREMENTS 3.1 CUSTOMER REGISTRATION AND APPROVAL All potential customers can register for a TRAC Interstar account by contacting the sales department via phone at ext.7 or locally at Sales representatives are also available via at RSsales@tracintermodal.com. All potential customers are required to complete the New Customer Form, which can be downloaded from the Website: provide all information requested and agree to these Terms and Conditions by electronically signing the signature block provided on page [11 of 12], below, or checking the Accept checkbox and clicking the Send button on the Website. In addition, for those seeking credit, TRAC Interstar utilizes a credit application, which can be downloaded from the Website: to obtain information pertaining to credit history and references. Following approval, TRAC Interstar will provide an account number, which can be used to reference the customer account when requesting service. 3.2 CREDIT Customer authorizes TRAC Interstar to perform an initial and ongoing credit check to evaluate Customer s credit worthiness. Customer may request TRAC Interstar to re-evaluate its credit worthiness no more than once per year. 3.3 ACCOUNT ACTIVATION, SUSPENSION AND CANCELLATION Page 2 of 12

3 TRAC Interstar reserves the right to cancel or suspend Customer s account at any time, for any reason. Upon suspension of an account, Roadside Assistance will be refused until all outstanding Customer obligations are fully satisfied. 4 ROADSIDE ASSISTANCE 4.1 SERVICES OFFERED TRAC Interstar offers Roadside Assistance by Repair Vendors that covers, but is not limited to, the following trailer and tractor road services: Tire repair/replacement new and retread Minor and major mechanical work FMCSA inspections Towing Load shifts Structural repair 4.2 REQUESTING ROADSIDE ASSISTANCE For Roadside Assistance, please instruct your drivers and dispatchers to: dial (866) or TRAC Interstar at commercialservice@tracintermodal.com or go to 5 CHARGES 5.1 RATES All rates are subject to change, as well as temporary adjustments, in TRAC Interstar s sole determination. Rate changes will be made via publication in these Terms and Conditions or the Announcements section of the Website and will take effect on the date specified therein which shall in no event be earlier than five (5) days after the date of such publication, and will apply to all the Roadside Assistance services set forth in the notification. All TRAC Interstar rates set forth in this Section 5.1 are exclusive of all taxes including any applicable sales taxes. Mileage and hourly charges will be calculated in accordance with portal-to-portal practice as follows: Page 3 of 12

4 The Mileage calculation will be equal to the distance between the service facility and the repair sight, plus the distance back from the repair site to the service facility. The Hourly charges calculation will be equal to the time between the time the technician leaves the service facility on initial dispatch and the time the technician arrives on scene, plus the time spent in service, plus the time required for the technician to travel back to the service facility. Authorized TRAC Interstar Rates for Standard Customers: Inventory Tire Service 295/75R22.5 & 11R22.5 Retread $ During Hours Labor $79.00 After Hours Labor $99.00 Service Call Fee $30.00 Mileage Charge Market Rate Tire Disposal Fee $10.00 Non Inventory Tire Service Tire Market Rate During Hours Labor $79.00 After Hours Labor $99.00 Service Call Fee $30.00 Mileage Charge Market Rate Tire Disposal Fee $10.00 Mechanical Service Parts Market Rate During Hours Labor Trailer $84.00 Tractor $ After Hours Labor Trailer $ Tractor $ Service Call $99.00 Mileage Charge Market Rate 5.2 FUEL SURCHAREGE, INCENTIVES, AND OTHER CHARGES Page 4 of 12

5 TRAC Interstar uses an index-based fuel surcharge, as outlined in the table below. The cost is based on the data provided from the National U.S. Average On Highway Diesel Fuel Prices reported by the U.S. Department of Energy: TRAC Interstar reserves the right to offer incentives and volume discounts off standard rates, relating to Roadside Assistance. 6 BILLING AND COLLECTIONS 6.1 INVOICING TRAC Interstar will send all billing invoices to Customer at the address on record or via other electronic means (e.g. web, EDI). Individual invoices are sent for each repair or other Roadside Assistance service. Invoices are attached to an as a PDF file. Multiple invoices may be received in one day. TRAC Interstar will provide Customer with sufficient detail (e.g. Equipment number, date) to support the invoiced amounts. TRAC Interstar will send invoices automatically when they are ready for invoicing. Except for any portion properly disputed under section 6.2, Customer must pay all invoices within 30 days of invoice date. 6.2 DISPUTES If Customer disputes an invoice it must notify TRAC Interstar in writing within thirty (30) days of the invoice date via RScustomerservice@tracintermodal.com. If Customer fails to submit its dispute via within such 30-day period, then TRAC Interstar will not review the disputed invoice and the entire amount of such invoice will be due and payable per section 6.1. TRAC Interstar will review all reasonably disputed invoices for which it receives proper and timely notice, and will credit Customer for any disputed charges that in TRAC Interstar s reasonable judgment are not for Customer s account. Disputes submitted in accordance with the Page 5 of 12

6 first sentence hereof will be reviewed by TRAC Interstar within fifteen (15) days of receipt. TRAC Interstar is not responsible for detention fees or any fees related to driver s down time. 6.3 REPAIR EXPECTATIONS Approval Process If a reference, purchase order, pro number and/or any other special requirements for Customer s account are required when Roadside Assistance is requested and/or for invoicing purposes, they must be submitted at the time of the Roadside Assistance request by the requesting party (Customer s driver or company representative) and agreed upon by TRAC Interstar. The failure to meet these requirements by either party does not alleviate the Customer s responsibility for the payment of Roadside Assistance provided hereunder. Estimated Time of Arrival (ETA) Communication Customer should contact TRAC Interstar as follows if Customer has not received an ETA within thirty minutes of request: commercialservice@tracintermodal.com Reporting Changes to a Service Request All changes which occur from the originally documented service event, i.e., equipment numbers, equipment type, component detail requiring repair, tire size, location change, should be reported to TRAC Interstar immediately as follows to avoid service delays and/or dry run charges: commercialservice@tracintermodal.com. Canceling a Service Request After submitting a service request, any cancelation must be reported immediately to TRAC Interstar as follows to avoid dry run charges: commercialservice@tracintermodal.com. Any and all charges for a dry run that are not properly communicated to the TRAC Interstar team in a timely fashion would be for the Customer s account. Dry Run/Service Call Only Once the Repair Vendor arrives at the break down location and is not able to locate the unit or locate the equipment issue, TRAC Interstar will contact the Customer s company representative who requested the Roadside Assistance. If TRAC Interstar is not able to reach the representative who requested the Roadside Assistance or the Customer s designated company representative, TRAC Interstar will advise the Repair Vendor to perform another yard check for equipment availability. If the unit is not located and/or no issue found with the equipment, TRAC Interstar will invoice the Customer for the service call only. Retention of Removed Parts It is the responsibility of the Customer to retain any removed parts or tires that are needed. When requested, TRAC Interstar will instruct the Repair Vendor to provide removed parts/tires to the driver. However, TRAC Interstar cannot be held responsible for parts or tires that are not kept by the driver. If there is an issue with release of the parts/tires by the Repair Vendor, Customer should contact TRAC Interstar immediately as follows for assistance: commercialservice@tracintermodal.com. Page 6 of 12

7 Repair Vendor payment TRAC Interstar shall pay the Repair Vendor for Roadside Assistance provided to Customer hereunder. Customer should not pay the Repair Vendor directly and should contact TRAC Interstar immediately as follows if either the Repair Vendor and/or shop requests payment for such services from the Customer: TRAC Interstar will not be responsible for payments made by the Customer directly to the Repair Vendor for such services, nor will any such services be covered under the warranty. 6.4 PAYMENT METHODS Customer payments are acceptable by ACH or by check. Customers can also pay for service with a Comchek or credit card. Payment by ACH: Bank: BB&T 111 Lookout Farm Drive Crestview Hills, KY Krystle Kite (859) ABA Routing#: Account#: Remit address: arremit@tracintermodal.com Payment by Check: TRAC Interstar, LLC PO Box Mail Location 513 Cincinnati, Ohio Payment by credit card or virtual check: , option 7, option INVALID PAYMENT INFORMATION TRAC Interstar shall assess a fee against Customer in the event of a returned check or failure of an electronic payment (whether one-time or scheduled) authorized by Customer (e.g. credit card, ACH, etc.). 7 OTHER TERMS AND CONDITIONS 7.1 TRAC INTERSTAR S RESPONSIBILITY FOR ROADSIDE ASSISTANCE TRAC Interstar shall require the Repair Vendor to provide Roadside Assistance in a safe, efficient and workmanlike manner in accordance with the requirements of these Terms and Conditions. It is understood and agreed that Repair Vendors are independent businesses (not Page 7 of 12

8 employees or agents of TRAC Interstar). Although TRAC Interstar selects Repair Vendors for their ability to provide Roadside Assistance, TRAC Interstar does not warrant the Repair Vendors workmanship or represent that they will have the parts or be able to provide the repairs requested. Notwithstanding anything contained herein to the contrary, responsibility for any loss or damage suffered by the Customer relating to unsatisfactory workmanship in the performance of Roadside Assistance, including without limitation, equipment downtime, detention and lost business, remains solely with the Repair Vendor. However, TRAC Interstar shall attempt to assist the Customer in resolving any Repair Vendor complaints, provided that Customer notifies TRAC Interstar of any such complaints as soon as possible and before any additional repairs to the Equipment are made, as follows: If Customer has a complaint about any Roadside Assistance provided by a Repair Vendor, it shall TRAC Interstar at RScustomerservice@tracintermodal.com and provide TRAC Interstar with the following information: Date of Roadside Assistance; Equipment breakdown location; unit number of Equipment type of repair(s) and/or part(s) provided; and details of Customer s complaint. It is understood and agreed that failure to report a complaint in such timely manner may limit TRAC Interstar s ability to assist Customer. 7.2 DISCLAIMER OF WARRANTIES Other than as expressly provided in these Terms and Conditions, TRAC INTERSTAR MAKES NO EXPRESSED OR IMPLIED WARRANTY OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE OR OTHERWISE WITH RESPECT TO ANY REPAIRS, SERVICES, MATERIALS OR PARTS PROVIDED IN CONNECTION WITH THESE TERMS AND CONDITIONS AND HAS NOT MADE, AND SHALL NOT BE BOUND BY, ANY STATEMENT, CONTRACT OR REPRESENTATION NOT SPECIFICALLY SET OUT IN WRITING AND SIGNED BY TRAC INTERSTAR. 7.3 CUSTOMER INDEMNITY Customer shall defend, indemnify and hold harmless TRAC Interstar and its parent and subsidiaries (each, an Indemnified Party ) from all claims (including, without limitation, claims for personal injury or death or property damage), causes of action, liabilities, damages, losses and expenses (including, without limitation, attorney s fees) arising out of Customer s failure to comply with its obligations under these Terms and Conditions or any attempt by any third party (whether private or governmental) to impose upon an Indemnified Party liability for Customer s acts or omissions. 7.4 TERMINATION AND SUSPENSION; NOTICES Either party may terminate these Terms and Conditions upon thirty (30) days prior written notice to the other. In addition, TRAC Interstar may suspend service or terminate these Terms and Conditions at any time if Customer fails to pay any amount due hereunder that is not being properly disputed pursuant to Section 6.2, above, within five (5) days of its due date, fails to observe any other material term or condition hereunder, becomes insolvent, or seeks relief or protection under any law relating to bankruptcy. In addition to and without limiting TRAC Interstar s suspension of services or termination rights hereunder, TRAC Interstar shall have all Page 8 of 12

9 rights and remedies provided hereunder and/or under applicable law, arising from any breach by or default of Customer hereunder. Any notice required by these Terms and Conditions shall be in writing addressed to the party at the address provided along with the digital acceptance on the Website or last known to TRAC Interstar. 7.5 FORCE MAJEURE; LIMITATION OF LIABILITY TRAC Interstar shall not be liable to Customer or any other person for any failure or delay in the performance of any obligation due to events beyond its reasonable control, including without limitation, fire, storm, flood, earthquake, explosion, accidents, sabotage, riots, civil disorder, strikes, lockouts, labor disputes, labor shortages, work stoppages, transportation embargoes or delays, and acts of God. Under no circumstances shall TRAC Interstar be liable, and Customer hereby waives any claim against TRAC Interstar, for any lost profits or for special, consequential or exemplary damages, including, without limitation, damages to cargo and Equipment, downtime, detention and lost business, even if TRAC Interstar has been advised of the possibility of such damage. 7.6 ASSIGNMENT; MODIFICATION; WAIVER Customer may not assign these Terms and Conditions or any of the services to be performed hereunder (including without limitation, Roadside Assistance), without the prior written consent of TRAC Interstar. TRAC Interstar may, without the consent of Customer, (i) assign these Terms and Conditions, (ii) grant a security interest in these Terms and Conditions and/or the proceeds to be paid hereunder to a lender or lenders and (iii) delegate the performance of Roadside Assistance or other services to be performed hereunder to one or more Repair Vendors. Subject to the foregoing restrictions, these Terms and Conditions shall inure to the benefit of and be binding upon all successors and assigns. TRAC Interstar may amend and modify the terms and conditions hereof (including without limitation, the terms and conditions of t Appendices and Pricing Schedules contained therein) at any time and from time to time by modifying the appropriate section of these Terms and Conditions and publishing such modified version of these Terms and Conditions on the Website. Any such modifications shall become effective on the effective date indicated on such publication and shall be applicable to any Roadside Assistance or other services hereunder requested or provided on or after such effective date. For the avoidance of doubt, such amendments and modifications may include, without limitation, annual Consumer Price Index adjustments and quarterly fuel surcharge adjustments to the Fuel Surcharge Schedule set out in Section 5.2, above. The waiver of any breach of any of the terms and conditions hereof shall be limited to the act or acts constituting such breach and shall not be construed as a continuing or permanent waiver of Page 9 of 12

10 any such terms and conditions, all of which shall be and remain in full force and effect as to future acts or happenings notwithstanding such waiver. 7.7 AUTHORITY; EFFECTIVENESS By its execution of these Terms and Conditions, the Customer named in the ACCEPTANCE/SIGNATURE BLOCK at the end of these Terms and Conditions or provided in the digital acceptance on the Website acknowledges and agrees that (i) it consents to entering into these Terms and Conditions by electronic means, (ii) it executes these Terms and Conditions (as evidenced by electronically signing the signature block provided on page [11 of 12], below, or checking the Accept checkbox and clicking the Send button on the Website) with the intent to be bound, (iii) it will be bound by the terms and conditions hereof and subsequent amendments and modifications hereto, and (iv) the person signing these Terms and Conditions (as evidenced by electronically signing the signature block provided on page [11 of 12], below, or checking the Accept checkbox and clicking the Send button on the Website) has the necessary power and authority to bind Customer to the terms and conditions hereof. These Terms and Conditions shall become effective, and TRAC Interstar shall be bound hereby, on the date (the Effective Date ) that TRAC Interstar is satisfied that Customer has complied with all of the conditions for obtaining services hereunder that are set out herein (including without limitation, in the Credit Application Form and the New Customer Form) and has signed these Terms and Conditions in the signature space provided at the end of these Terms and Conditions or has provided a digital acceptance on the Website. The Effective Date shall appear beneath TRAC Interstar s signature space. On and after January 1, 2018, a party s request for Roadside Assistance or any utilization of TRAC Interstar s Roadside Assistance services by a party shall be deemed to be an acceptance by such party of these Terms and Conditions, even if such party has not singed these Terms and Conditions as provided, above. 7.8 VENUE; WAIVER OF JURY TRIAL; GOVERNING LAW Each of the parties hereto (i) agrees that any claim or controversy, directly or indirectly arising out of or relating to these Terms and Conditions, may be litigated in the state or federal courts located in the State of Kentucky, USA, and consents to submit itself to the personal jurisdiction of any such court, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iii) agrees that any action relating to these Terms and Conditions or the transactions contemplated hereunder shall be brought exclusively in such courts. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY The internal laws of the State of Kentucky shall govern the construction and interpretation of these Terms and Conditions and all rights and obligations of the parties hereunder, without regard to such state s conflict of laws rules. Page 10 of 12

11 IN WITNESS WHEREOF, the parties hereto have caused these Terms and Conditions to be executed as of the day, month, and year first above written. ( Customer ) TRAC Interstar LLC ( TRAC Interstar ) By: By: Name: Rodney G. Goderwis Effective Date: Page 11 of 12

12 APPENDIX A DEFINITION OF TERMS ACH Automatic Clearing House Day any day regardless of weekends or holidays. DOT Department of Transportation EDI Electronic Data Interchange Effective Date the date that all the conditions of the Terms and Conditions, have been met. Equipment any trailers, tractors and trucks operated by the Customer. Pricing Schedule the schedule of prices for the repairs, services and parts set out under section 5.1. Repair Vendor an independent business (that is not an employee or agent of TRAC Interstar) that TRAC Interstar has contracted with to provide Roadside Assistance for the Customer. Roadside Assistance a Repair Vendor s inspection of Equipment located on the roadside anywhere in the continental United States or Canada (but excluding Mexico) at the request of Customer made in accordance with Section 3.2, below, and the Repair Vendor s related repair, replacement of parts and/or performance of other services set out on Appendix B that may be requested. Website Page 12 of 12